Article I. Name

Section I.1 Name

The name of this corporation is BURN2 (hereinafter also referred to as “B2” or “corporation”).

Article II. Location of Principal Office

Section II.1 Principal Office

The principal office for the transaction of the activities and affairs of B2 shall be located in DeepHole sim in the Second Life virtual world. The Board of Directors ("Board") may change the principal office from one location to another as needed.

Article III. Purposes and Limitations

Section III.1 General Purposes

This corporation is a California Nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes.

Section III.2 Specific Purposes

Within the context of the general purposes stated above, the purpose of this corporation is to support and engage in activities and events that promote the arts, self-expression, and positive social change in Second Life.

Second Life is a multiplayer virtual world that allows people to create an avatar for themselves and then interact with other users and user-created content within a multi-user online environment. More info: https://secondlife.com/

Article IV. Members

Section IV.1 Participating Members

Members of Burn2’s various social media and Second life groups shall be referred to as “ Participating members”.

Being an associated member of one of these groups grants only the rights listed in this section, and does not grant voting membership under these bylaws or any rights as detailed in the following sections.

Examples of what Associated Members can do:

• Attend, volunteer, and participate in Burn2’s events.
• Attend Burn2’s meetings that are open to the general public.
• Participate in online discussions.
• “Vote” in community opinion polls Burn2 makes open to the public.
• Voice their option in various other Burn2 public opinion and feedback forms.
• Apply to become voting members.

Section IV.2 Voting Members

Participating members may apply, through a reasonable process defined by the board, to become a voting member provided they meet the criteria as outlined below.

Burn2 Voting Membership is open to any individual who…
a. is 18 years or older.
b. who is interested in the mission and purposes of this organization.
c. is not an alternate avatar, which is an additional avatar owned by the same individual that owns the primary avatar that is a voting member.
d. Participate in at least one event within two consecutive calendar years. This entails contributing either via volunteering, gifting, building or performing at one event over the past two calendar years, and acknowledging receipt of the annual report document each year.

When registering as a voting member an individual must provide the following identifying information:

1. Their email address
2. Their Second life user name and consent to their avatars UUID to be recorded.

To retain voting membership, all voting members should maintain the above qualifications for voting members, and respond to a yearly all members roll call. This roll call is to be available for the entire year it pertains to, and be administered in a reasonable process, proposed by the board and approved by a majority of voting members.

Unless otherwise stated, the usage of “Voting Members” “Voting Membership” “B2 Voting Members” in these bylaws refer to Voting Members of the Burn2 corporation, not the participating members of its Second life groups and members in other social networks.

All persons admitted to “Voting Membership” in the corporation, shall have the rights afforded Voting Members under the California Nonprofit Public Benefit Corporation Law, including the right to vote on issues put before the Voting Membership.

Each voting member shall have one (1) vote on voting membership issues.

Section IV.3 Dues.

No dues shall be charged at this time. If the Treasurer determines that dues are required to upkeep group assets they may submit plans to either the board or Voting Members for review and approval.

Section IV.4 Standing.

Those B2 Voting Members who conduct themselves in accordance with any policies established by the corporation, and who have not been proven in violation of any bylaw, rule, or policy of the corporation, shall be considered Voting Members in good standing.

Section IV.5 Suspension or Expulsion of Voting Membership.

A Voting Member may be suspended or expelled in accordance with this Article, based on the good faith determination by the Board, that the member has failed in a material and serious degree to comply with the corporation's Articles of Incorporation, bylaws, corporate policies, or any law applicable to the corporation and its Voting Members, or has engaged in conduct which is unbecoming or prejudicial to the purposes and interests of the corporation.

A person whose Voting Membership is suspended shall not be a member in good standing during the period of suspension.

Section IV.6 Suspension or Expulsion of Voting Membership.

Voting Membership shall terminate on the occurrence of any of the following events:
a. Resignation of a member upon notice to the corporation; or
b. Expulsion pursuant to Section 4.

Section IV.7 Procedure for Suspension or Expulsion.

If grounds appear to exist for suspension or expulsion of a Voting Member, the procedures set forth below shall be followed:
a. The member shall be given 15 days prior notice of the proposed effective date of a suspension or expulsion and the reasons for the proposed suspension or expulsion. Notice shall be given in personal message or by email.
b. The member shall have (10) days beginning at the time of notice to respond, in writing or request an audience with the Board of Directors, before the effective date of the proposed suspension or expulsion. The hearing shall be held, or the written statement/audience considered, by the Board to determine whether the suspension or expulsion should take place.
c. The Board shall decide whether or not the Voting Member should be suspended, expelled or sanctioned in some other way. The decision of the Board shall be final.

Section IV.8 Effect of Suspension or Expulsion.

All rights of a member of the corporation shall cease upon suspension or expulsion from Voting Membership. In the case of expulsion, the Voting Membership in the corporation shall terminate on the effective date of the expulsion. However, suspension or expulsion shall not relieve the member (or former member) of any existing obligations to the corporation.

Section IV.9 Effect of Suspension or Expulsion.

Voting Membership in the corporation does not constitute an ownership interest in any asset of the corporation at any time. If a Voting Membership is terminated for any reason, the corporation shall not be liable for the payment of any amount whatsoever to the member. Each member is received into Voting Membership on his or her express agreement to this provision. This provision is not for the purpose of penalizing any person whose Voting Membership shall be forfeited, or otherwise terminated, but rather because no Voting Membership will have any real or intrinsic value.

Section IV.10 Transfer of Voting Memberships.

A Voting Membership or any right arising from Voting Membership may not be transferred to another person.

Section IV.11 Limitations.

No person shall hold more than one Voting Membership in the corporation.

Section IV.12 Limitations.

Except as limited by law, no Voting Member is liable for the corporation’s debts, liabilities, or obligations.

Section IV.13 Meetings of Voting Members.

a. Place of Meetings.
Meetings of the Voting Members will be virtual and be held at any place designated by the Board, these bylaws, or by written consent of a majority of the persons entitled to vote at the meeting, given before or after the meeting.

b. Annual Meeting of Voting Members.
An annual meeting of Voting Members shall be held at a time and place determined by the Board. At this meeting, any proper business may be transacted, subject to any limitations in law or these bylaws. notice of the annual Voting Members’ meeting shall be given to all Voting Members at least 14 calendar days in advance in accordance with the procedures provided in subsection (d) below.

c. Special Meetings.
A special meeting of the Voting Members for any lawful purpose may be called at any time by (1) the Board, (2) the President, (3) the Executive Director, if any, or (3) 5% or more of the Voting Members.

1. If a special meeting is called by the Voting Members, it shall be by written electronic request, specifying the general nature of the business proposed to be transacted and submitted to the President of the corporation. The President shall cause notice to be given promptly to the Voting Members entitled to vote. The meeting date shall be at least thirty-five (35), but not more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons requesting the meeting may give the notice.
2. If the Board,President, or Executive Director calls the meeting, the meeting date may be any date for which appropriate notice is given in accordance with subsection (D) below.

d. Notice Requirements for Voting member Meetings.
Notice of any voting member meeting shall be given, in accordance with these bylaws, to each voting member of the corporation. Subject to any additional requirements in law or these bylaws, the notice shall state the place, date, and time of the meeting, the means of electronic transmission by and to the corporation (Corporations Code Sections 20 and 21) or electronic video screen communication, if any, by which Voting Members may participate in the meeting, and the general nature of the business to be transacted. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to Voting Members.

Section IV.14 Manner of Giving Notice for Meetings.

Except as otherwise provided in these bylaws or by law, notice of any meeting of Voting Members shall be given not less than 14 calendar days nor more than 90 calendar days before the date of the meeting to each Voting Member who, on the record date for notice of the meeting, is entitled to vote.

a. Notice of a member meeting shall be given personally, by electronic transmission.

b. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation after either of the following:

1. The corporation is unable to deliver two consecutive notices to the member by that means.
2. The inability to deliver the notices to the voting member becomes known to the Secretary or other person responsible for the giving of the notice.

Section IV.15 Waiver of Notice or Consent.

The transactions of any member meetings, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present, and (2) either before or after the meeting, each member who is not present in person, signs a written waiver of notice, a consent to holding of the meeting, or an approval of the minutes.

The waiver of notice, consent or approval need not specify either the business to be transacted or the purpose of any meeting of Voting Members. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes.

a. A Voting Member's attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.

Section IV.16 Quorum.

One-third (1/3) of the Voting Members or 30, whichever is lower, shall constitute a quorum at any meeting of Voting Members.

Section IV.17 Loss of Quorum.

The Voting Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Voting Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Voting Members required to constitute a quorum (or by a greater number if required by law or by the articles of incorporation or these bylaws). Any meeting may be adjourned by a majority of those Voting Members in attendance, whether or not a quorum is present.

Section IV.18 Act of the Voting Members.

If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be the act of the Voting Members, unless the vote of a greater number is required by law, or by the articles of incorporation or these bylaws.

Section IV.19 Eligibility to Vote/Number of Votes.

Voting Members entitled to vote at any meeting of Voting Members shall be all those in good standing as of the date the vote is taken. Each Voting Member shall be entitled to one vote at any annual or special meeting of Voting Members.

Section IV.20 Proxies.

Proxy voting is not allowed.

Section IV.21 Action by Electronic Ballot Without a Meeting.

Any action that may be taken at any meeting of Voting Members may be taken without a meeting by complying with the following procedure.

a. The President or Quorum of Voting Members if so voted shall cause a ballot to be distributed to each Voting Member in the manner required by Section 12(e). All solicitations of votes by electronic ballot shall (1) indicate the number of Voting Members responding needed to meet the quorum requirement, (2) state the percentage of approvals necessary to pass the action or actions, and (3) specify the time by which the ballot must be received by the corporation in order to be counted.

b. Each ballot so distributed shall (1) set forth the proposed action, (2) provide an opportunity to specify approval or disapproval of each proposal, and (3) provide a reasonable time in which to return the ballot to the corporation.

c. Action by electronic ballot shall be valid only when (1) the number of Voting Members casting ballots within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.

d. An electronic ballot may not be revoked. All ballots shall be filed with the Secretary of the corporation and maintained in the corporate records for at least three years.

Article V. Board of Directors

Section IV.1 Powers.

A. General Corporate Powers.
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, the corporation's activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.

B. Specific Powers.

Without prejudice to the general powers set forth in subsection (A) above, but subject to the same limitations, the Board may do the following:

C. Policies.
Adopt policies, rules and procedures for the management and operation of the corporation.

D. Administration.
The board may employ, retain, or authorize the employment of such employees, independent contractors, agents, accountants, and legal counsel as it from time to time deems necessary or advisable in the interest of the corporation, prescribe their duties and fix their compensation.

E. Bonds.
Require officers, agents, and others charged by the corporation with responsibility for the custody of any of its funds or negotiable instruments to give adequate bond.

F. Borrowing Money.
Borrow money and incur indebtedness on behalf of the corporation to fulfill agreed contracts and obligations, to be executed and delivered for the corporation's purposes, in the corporate name,debentures, and other evidences of debt and securities.

1. If any debt is carried for more than one billing cycle all members must be informed.
2. Allowance is made for the board to take necessary loans for the operation cost of the Octoburn event if a financial shortfall may occur. Exceeding a single loan of over $1500 or a total debt amount of $3000 will require approval of the general member being a passing vote at a general meeting.
3. Outside of Octoburn operation costs, exceeding a single loan of over $500 or a total debt amount of $2000 will require approval of the general member being a passing vote at a general meeting.

G. Gifts.
Receive and accept gifts, devises, bequests, donations, annuities, and endorsements of real and personal property, and use, hold and enjoy the same, both as to principal and income, and to invest and re-invest the same or any part thereof for the furtherance of any objects, interests or purposes of this corporation.

H. Contributions.
Make such contributions as the Board determines are necessary and advisable in furtherance of the interests and purposes of this corporation, if available funds permit.

I. Fiscal Year.
Establish and change the fiscal year of the corporation.

J. Contracts.
Enter into contracts and agreements with individuals and with public and private entities for the advancement of the purposes for which the corporation is organized.

K. Property.
Acquire, construct and possess real, and intellectual property.

L. Committees.
Appoint committees as provided in these bylaws in Article VII.

M. Departments.
Create departments as provided in these bylaws in Article VIII.

N. Other.
Do and perform all acts and exercise all powers incidental to, or in connection with, or deemed reasonably necessary for the proper implementation of the purposes of the corporation.